Total Time
1hr 30mins
Prep 30 mins
Cook 1 hr

My sister makes this at Christmas time and gives it to all her employees. They look forward to it each year. I made this last year and it was a real hit. Love it.

Ingredients Nutrition

  • 1 (10 ounce) bag popcorn (4 to 6 qts. popped)
  • 1 cup butter
  • 2 cups brown sugar
  • 12 cup white Karo
  • 1 teaspoon salt
  • 1 teaspoon butter flavoring
  • 12 teaspoon baking soda
  • almonds or peanuts or other nuts, of choice


  1. In a large pan melt the butter.
  2. Add brown sugar, white Karo and salt and cook for 5 minutes stirring occasionally.
  3. Remove from stove and add butter flavoring extract and soda.
  4. Stir in almonds, peanuts or other nuts of choice.
  5. In a very large pan or bowl pour caramel syrup over popcorn.
  6. Stir quickly to coat.
  7. Pour out on cookie sheets.
  8. Bake at 250 degrees for 1 hour turning mixture halfway through baking with a spatula.
  9. Cool slightly, break apart and store when cooled completely in air tight bags or jars.


Most Helpful

Tasted great! As many of the reviewers did, I used Vanilla extract instead of butter flavoring. I used whole pecans as the nuts.

As much as I loved the result, I think the recipe itself needs some reviewing. It doesn't specify what heat to cook the caramel on. Also, I found a 10-oz package of popcorn to be WAY too much. The recipe in its singular form will not coat that much popcorn.

I would suggest either doubling the caramel recipe, or halving the popcorn.

Thank you for sharing! A revise may help with future viewers' confusion!

wifeypoo December 19, 2011

I sampled Ruth's gift to Martha and was restricted to only two handfulls. I've got the recipe, now, and will no longer be limited to how much I can eat. Ha, ha, ho, ho, hee, hee!

tom frazee December 29, 2010

This is DIVINE!! It really should be re-named Poppy Crack because it's so addicting. One bite and you're hooked for good. I took the advice of other reviewers and popped 2 regular sized bags of butter microwave popcorn. I slowly cooked the syrup to the boiling point, then added 1 & 1/2 cups of peanuts. I then poured 1/2 of the syrup over one bag-full of popcorn at a time, into a large bowl. This ensured all corn would be covered. Definitely spray your cookie sheets to prevent "stickage". I bagged up 12 individual-sized bags for gifts to teacher friends and we had enough left over to snack on at home. There were many smiles today at school because of this, Nimz! Thanks so much!

DuChick December 12, 2009

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